Ostfeld Scott

SEC source: 0000902664-26-004120 · ownership.xml · nonDerivative · entry 1

Ostfeld Scott · CIK 0001670312 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 0

F1 · security: This security represents restricted stock units ("RSUs") granted to Scott Ostfeld ("Mr. Ostfeld"), a Managing Partner and Portfolio Manager of JANA Partners Management, LP ("JANA"), in connection with his service on the Issuer's Board of Directors.

F2 · security: The RSUs vest on the earlier of (1) the first anniversary of the date of grant and (2) the date of the next annual meeting of the Issuer's stockholders that is at least 50 weeks after September 16, 2026, or earlier upon certain events. Each RSU represents a contingent right to receive one share of Common Stock upon settlement.

F3 · ownership.nature: Mr. Ostfeld has assigned all rights to any shares issuable pursuant to the grant to JANA. Pursuant to the assignment, settlement of the award on vesting will be made to JANA.

SEC source: 0000902664-17-000857 · p17-0603form4.xml · derivative · entry 1

Ostfeld Scott · CIK 0001670312 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,841 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represented the right to receive, at settlement, one share of common stock of the Issuer.

F2 · kind: On February 6, 2017, an affiliate of The Blackstone Group, L.P. acquired the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of October 30, 2016 (the "Merger Agreement"), among the Issuer, Tennessee Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Tennessee Parent, Inc., a Delaware corporation ("Parent"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

F3 · kind: Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, any vesting conditions applicable to each restricted stock unit under the Company's Amended and Restated 2009 Stock and Incentive Plan, as amended ("Stock Unit") automatically accelerated in full, each Stock Unit was cancelled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the total number of shares subject to such Stock Unit immediately prior to the effective time of the Merger multiplied by (y) $43.50, subject to applicable withholding taxes.

F2 · price: On February 6, 2017, an affiliate of The Blackstone Group, L.P. acquired the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of October 30, 2016 (the "Merger Agreement"), among the Issuer, Tennessee Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Tennessee Parent, Inc., a Delaware corporation ("Parent"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

F3 · price: Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, any vesting conditions applicable to each restricted stock unit under the Company's Amended and Restated 2009 Stock and Incentive Plan, as amended ("Stock Unit") automatically accelerated in full, each Stock Unit was cancelled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the total number of shares subject to such Stock Unit immediately prior to the effective time of the Merger multiplied by (y) $43.50, subject to applicable withholding taxes.

F4 · derivative.exercise_date: These restricted stock units were to vest one-third on each of the first, second and third anniversaries of the March 25, 2016 grant date.

F4 · derivative.expiration_date: These restricted stock units were to vest one-third on each of the first, second and third anniversaries of the March 25, 2016 grant date.

F5 · ownership.direct: The reporting person is a Partner of JANA Partners LLC ("JANA") and held such restricted stock units for the benefit of JANA. The reporting person disclaims beneficial ownership of the securities of the Issuer beneficially owned by JANA.